SEC Sanctions Carole Liston for Investor Fund Misuse

UNITED ST ATES OF AMERI CA Befo re the SECURITI ES AND E XCHANGE COM MISSION INVESTME NT ADVIS ERS ACT OF 194 0 Relea se No. 6950 / Ma rch 3, 2026 ADMINIST RATIVE PROCEE DING File No. 3- 22604 In th e Mat ter o f CAROLE A. LISTON, Respo ndent. ORDER I NSTITUT ING ADMINIST RATIVE PROCEE DINGS PURSUANT TO SECT ION 203 (f) OF T HE INVESTME NT ADVIS ERS ACT OF 194 0, MAKING FIN DINGS, AND IMPOS ING REMEDI AL SANCT IONS I. The Securities and Exchange Commiss ion (“Com mission”) deems i t appro priate and in th e public interest th at public administrative pro ceedings be, and hereby a re, instit uted pursuant to Section 203(f) of the Investment Ad visers Act o f 1940 (“Advis ers Act”) aga inst Carole A. Liston (“Respondent”). II. In anticipation o f the insti tution of thes e proceedings, Respondent has submitted an O ffer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proce edings and any other proceeding s brought by or on beh alf of the Commission, or to which the Commissio n is a party, and without admitting or d enying the findi ngs herein, exc ept as to the Commission’s jurisdiction over h er and the s ubject matt er o f th ese pro ceed ings and t he findings containe d in Secti on III. 2. below, whi ch are admitted, Respon dent consents to the entry o f this Or der Instituting Administr at iv e Pr o ceedings Pursuant to S ection 203(f) of the In vest ment Advisers Act o f 1940, Ma king Findings, and Imposing Remedi al Sanctions (“Or der”), as set fo rth below.

2 III. On the basis of t his Order and Respondent ’s Offer, the Commissi on finds tha t 1. From at least Augus t 202 0 through July 20 24 (the “relevant period”), the Respondent was the founder and Chief Executiv e Officer of S tock Purse T rading, LLC, and Chief Executive Officer of Liston Associates, Inc. T he Respond ent, 61 yea rs old, is a resid ent of Yonkers, New Yo rk. The Respond ent has no se curities licens es and no previ ous disciplina ry history. Neither Stock Pu rse Tradin g, LLC nor List on Associat es, Inc. have ever been regist ered with the Commiss ion in any c apacity. 2. On September 22, 2025, a judgm ent was entered b y consent agai nst the Respondent, p erman entl y rest raining and enjoini ng the Respondent from future violations of Section 17(a) of th e Securities A ct of 1933 (“S ecurities Act”), Section 10(b) of the Se curit ies Exch ange A ct of 1934 (“Exchang e Act”) and Rule 10b - 5 thereunder, and Sections 206(1) and 206(2) of the Advis ers Act, as set forth in the judgment entered in the civil action entitled Securities and Exchange Commissi on v. Carole A. Liston, et al., Civil Actio n Number 9:25 - CV - 81026, in the United States District Court for the Southern District of Fl ori da (the “Judgm ent”). 3. The Commission’s complaint alleged that, during the r elevant period, in the off er and sale of securities and in connect ion with t he pu rchas e and sal e of s ecu rities, the Respond ent raised at least $5. 7 millio n from approxim ately 200 investo rs nationwide. T he complaint alleged the Respondent misus ed and misappropriat ed investor funds for p ersonal use and to make Ponzi - like p ayment s, falsely stated to investors that the majority of their fund s were invest ed, provided false account st atements indicatin g that inves tors ’ funds were fully inv ested and ea rning returns, and otherwise eng aged in a variet y of conduct whic h operated as a fraud and deceit on investo rs. The co mplai nt al so al lege d the Respondent omitted material information necessa ry to make the statements she made not misleading when she represent ed to investors th at they could regularly withdraw profits without disclosing Respon dent ’s misuse o f funds, failu re to invest the m ajority of funds, and her us e of mar gin. A dditionally, the complaint alleged that R espon dent act ed as an investment advise r within the m eaning of the Advis ers Act by, among other t hings, for compensation, providing investment advi ce regarding investm ents in se curities to investors a nd potential invest ors. The complaint further alleged Liston defraud ed her advisory clients by misappropriating th eir ass ets, mi srepresenting th e nature and v alue of their investments, misrepresenting the u se o f cli ent as sets, and misr epres enti ng h er tr ading suc cess. IV. In view of th e foregoing, the Comm ission deems it appropriate and in the pu blic interest to impose the sanction s agreed to in R espondent Liston ’s Offer. Accordingly, it is h ereby ORDER ED pursuant to S ecti on 203(f) of the Adv isers Ac t, that Respondent be, and hereb y is barred from associati on with any b roker, dealer, inv estment adviser, municipal securities dealer, municipal advis or, transfer agent, or nationally recognized statistical rating organization; and

3 Any application for reentry by the Resp ondent will be made to the app ropri ate s elf - regulatory organi zation, or if th ere is none, t o the Comm ission by cont acting the Divisi on of Enforc ement ’s Offi ce of Chief C ouns el at E NF - Reentry@sec.gov and will be subject t o t he applicable laws a nd regulations go verning the reentry proc ess. Reentry m ay be condition ed upon a number of facto rs, including, but not limited to, compliance with the Commissi on’s order and payment of any or all of t he following: (a) any disgorgement o r civil penalti es ordered by a Court against the Respon dent in any action brought b y the Commi ssion; (b) any disgorgement amounts ordered against th e Respondent for which th e Commission wai ved payment; (c) any arbitration award related to th e conduct th at served as t he basis for the Comm ission o rder; (d) any self - regulatory organi zation arbi tration award to a customer, whether or not r elated to the conduct that served as the b asis for the Commission orde r; and (e) any restitution orde r by a self - regulatory organization, whether or not relate d to the condu ct that serv ed as the basis for the Commissi on order. By the Commission. Vanessa A. Count ryman Secret ary